Constitution for a Company Limited by Guarantee (Not for Profit)
A Constitution is an essential and crucial document that regulates your company's activities and the relationship between members and directors. This Constitution is specifically tailored for a not-for-profit company limited by guarantee, and contains clauses that meets legal requirements for such companies.
Last updated April 29, 2025
Suitable for Australia
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Frequently asked questions
Use this Constitution if:
- You want to decide how your NFP company is run and governed.
- You have chosen not to adopt the Replaceable Rules provided by the Corporations Act.
- You want a more tailored and customisable internal governance approach.
What does the Constitution cover?
The following list are some of the main areas that the company constitution will address:
- The company’s structure;
- Meeting governance;
- Provisions to meet the legal requirements for NFPs;
- Voting procedures; and
- Directors and the company secretary.
Further information
View Sample Constitution for a Company Limited by Guarantee (Not for Profit)
The Legal Risk Score of a Constitution for a Company Limited by Guarantee (Not for Profit) Template is Medium
Our legal team have marked this document as medium risk considering:
- Directors may face situations where their personal interests could conflict with the interests of the company, which could affect decision-making and governance.
- The process for admitting or removing members is strictly regulated, which could limit the company's ability to quickly adapt to new opportunities or challenges by altering its membership.
- The document sets specific protocols for directorial actions and decisions, which might restrict the directors' ability to swiftly respond to unforeseen circumstances or innovative opportunities.
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